3.4 Board of Directors and Board committees

3.4.1 Board of Directors

Composition of the Board and independent Directors

As of the General Meeting held on 26 April 2018, the Board of Directors was composed as follows:

Evelyn du Monceau

Chair of the Board

Evelyn du Monceau

Chair of the Board

1950 – Belgian

UCB Board mandate

  • Member since 1984
  • Chair of the Board since 2017
  • Vice Chair of the Board from 2006 to 2017
  • Chair of the Governance, Nomination and Compensation Committee since 2006
  • End of term: 2019

Experience

Over 30 years in the industrial sector, through several Board mandates and holding companies

Main external appointments

  • Member of the Board of Financière de Tubize SA
  • Member of the Board of Solvay SA
  • Member of the Compensation and Nomination Committees of Solvay SA

Pierre L. Gurdjian

Vice Chair of the Board

Pierre L. Gurdjian

Vice Chair of the Board
Independent Director

1961 – Belgian

UCB Board mandate

  • Member since 2016
  • Member of the Governance, Nomination and Compensation Committee since 2016
  • End of term: 2020

Experience

Senior Partner at McKinsey and Co. where he was active for nearly three decades and senior professional in the field of Philanthropy and Education

Main external appointments

  • President of the Board of the Université Libre de Bruxelles
  • Member of the Board of Lhoist

Jean-Christophe Tellier

Executive Director

Jean-Christophe Tellier

Executive Director

1959 – French

UCB Board mandate

  • Member since 2014
  • End of term: 2022

Experience

Over 25 years in the pharmaceutical sector, with Ipsen and Novartis where he held several senior executive positions

Main external appointments

  • Vice-President and President Elect of the Board of EFPIA (European Federation of Pharmaceutical Industries and Associations)
  • Chairman of the Innovation Board Sponsored Committee (EFPIA)
  • Chairman of the IMI (Innovative Medicines Initiative) Governing Board
  • Member of the Board of PhRMA (Pharmaceutical Research and Manufacturers of America)
  • Member of the Board of WELBIO (Walloon Institute for Life Lead Sciences)

Alice Dautry

Independent Director

Alice Dautry

Independent Director

1950 – French

UCB Board mandate

  • Member since 2015
  • Member of the Scientific Committee since 2015
  • End of term: 2019

Experience

Over 30 years in the scientific domain, mainly with Institut Pasteur of which she was the president (2005-2013)

Main external appointments

  • Member of the Board of Trustees of Institute of Science and Technology (Austria)
  • Member of the Supervisory Board of KLM

Kay Davies

Independent Director

Kay Davies

Independent Director

1951 – British

UCB Board mandate

  • Member since 2014
  • Chair of the Scientific Committee since 2014
  • Member of the Governance, Nomination and Compensation Committee since 2017
  • End of term: 2022

Experience

Over 20 years in scientific research at Oxford University

Main external appointments

  • Director of Biotech Growth Trust
  • Director of Genomics England

Albrecht De Graeve

Independent Director

Albrecht De Graeve

Independent Director

1955 – Belgian

UCB Board mandate

  • Member since 2010
  • Member (since 2010) and Chairman (since 2015) of the Audit Committee
  • End of term: 2021

Experience

Over 30 years in global operations in various industry sectors (Alcatel, VRT and Bekaert)

Main external appointments

  • Chairman of the Board of Bekaert NV
  • Chairman of the Board of Telenet Group Holding NV
  • Chairman of the Board of Sibelco NV

Roch Doliveux

Director

Roch Doliveux

Director

1956 – French

UCB Board mandate

  • Member since 2017
  • End of term: 2021

Experience

Over 30 years in the pharmaceuticals with 10 years as UCB’s Chief Executive Officer and Chairman of the Executive Committee

Main external appointments

  • Chairman of the GLG Healthcare Institute
  • Chairman of the Board of the Pierre Fabre Group
  • Chairman of the Board of the Vlerick Business School
  • Chairman of the Caring Entrepreneurship Fund (King Baudouin Foundation)
  • Member of the Board of Stryker Corporation

Charles-Antoine Janssen

Director

Charles-Antoine Janssen

Director

1971 – Belgian

UCB Board mandate

  • Member since 2012
  • Member of the Audit Committee since 2015
  • End of term: 2020

Experience

Over 20 years in operations, including UCB where he held several management positions, now managing private equity and impact investing activities

Main external appointments

  • Member of the Board of Financière de Tubize SA
  • Managing Partner at Kois Invest
  • Co-founder, Board member, IC member and advisory Board member of various private companies, non-profit organizations and private equity funds

Cyril Janssen

Director

Cyril Janssen

Director

1971 – Belgian

UCB Board mandate

  • Member since 2015
  • End of term: 2019

Experience

With over 20 years’ experience as an independent advisor, Cyril has held positions in both the audiovisual and non-governmental field. A strong advocate for children’s welfare, Cyril’s main focus for the past 10 years has been on investing in initiatives with a strong societal impact and those aimed at making life easier for families

Main external appointments

  • Member of the Board of Financière de Tubize SA
  • Member of the Board of Financière Eric Janssen
  • Member of the Steering Committee of the Caring Entrepreneurship Fund (King Baudouin Foundation)

Viviane Monges

Independent Director

Viviane Monges

Independent Director

1963 – French

UCB Board mandate

  • Member since 2017
  • Member of the Audit Committee since 2018
  • End of term: 2021

Experience

30 years in finance functions mostly in the pharmaceutical industry (Wyeth, Novartis, Galderma, Nestlé)

Main external appointments

  • Member of the Strategic Board of Neomedlight
  • Member of the Board of Novo Holdings
  • Member of the Board of Idorsia
  • Member of the Board of Voluntis

Norman J. Ornstein

Independent Director

Norman J. Ornstein

Independent Director

1948 – American

UCB Board mandate

  • Member since 2008
  • End of term: 2019

Experience

Over 40 years as scholar and analyst of American politics and policy

Main external appointments

  • Chairman of Campaign Legal Center
  • Resident Scholar, American Enterprise Institute

Cédric van Rijckevorsel

Director

Cédric van Rijckevorsel

Director

1970 – Belgian

UCB Board mandate

  • Member since 2014
  • End of term: 2022

Experience

Over 20 years in the banking and financial sector, mainly with IDS Capital

Main external appointments

  • Member of the Board of Financière de Tubize SA
  • Member of the Board of Barnfin SA
  • Managing Director and Founder of IDS Capital (Switzerland and U.K.)

Ulf Wiinberg

Independent Director

Ulf Wiinberg

Independent Director

1958 – Danish/Swedish

UCB Board mandate

  • Member since 2016
  • Member of the Audit Committee since 2016
  • End of term: 2020

Experience

Almost 20 years of senior leadership experience in pharmaceutical companies and healthcare industry associations

Main external appointments

  • Member of the Board of Alfa Laval AB
  • Member of the Board of Agenus Inc.
  • Chairman of the Board of Hansa Medical

At the General Meeting of 26 April 2018, the mandates of Jean-Christophe Tellier, Kay Davies (independent Director) and Cédric van Rijckevorsel, were renewed for a new term of 4 years.

Alice Dautry, Kay Davies, Albrecht De Graeve, Viviane Monges, Pierre Gurdjian, Norman Ornstein and Ulf Wiinberg all qualify as independent Directors and meet the independence criteria as set forth by article 526ter of the Belgian Companies Code, the Board and the Corporate Governance Code.

Evelyn du Monceau, Charles-Antoine Janssen, Cyril Janssen and Cédric van Rijckevorsel are representatives of the Reference Shareholder and, as such, are not eligible to qualify as independent Director. Roch Doliveux was the CEO of UCB from 2005 until 31 December 2014. For this reason, he does not qualify as independent Director in accordance with the criteria set forth by article 526ter of the Belgian Companies Code.

The mandates of Evelyn du Monceau, Alice Dautry, Cyril Janssen and Norman J. Ornstein will expire at the General Meeting of 25 April 2019. The mandate of Norman J. Ornstein will not be renewed as he has reached the age limit of 70.

Upon recommendation of the Governance, Nomination and Compensation Committee (the “GNCC”), the Board of Directors will propose to the General Meeting of 25 April 2019:

  • the renewal of the mandate of Mrs. Alice Dautry as independent Director for the statutory term of 4 years;
  • the renewal of the mandates of Mrs. Evelyn du Monceau and Mr. Cyril Janssen as Director for the statutory term of 4 years;
  • the appointment of Mrs. Jan Berger as new independent Director for the statutory term of 4 years.

In accordance with the information provided to the Company, Mrs. Alice Dautry and Mrs. Jan Berger each meet the independence criteria stipulated by article 526ter of the Belgian Companies Code, the Board and the Corporate Governance Code. If re-elected, Mrs. Alice Dautry will continue to be a member of the Scientific Committee.

Upon confirmation of the above renewals and appointment by the General Meeting of 25 April 2019, and in accordance with the Charter, Evelyn du Monceau will remain Chair of the Board and Chair of the GNCC. The composition of the special Board Committees (GNCC, Audit Committee and Scientific Committee) will not change.

As a result of the above-mentioned renewals and appointment, the Board will continue to be composed of a majority of independent non-executive Directors in 2019. All special Board Committees will also continue to be composed of a majority of independent Directors. Notably the Audit Committee is chaired by Albrecht De Graeve, independent Director. Jean-Christophe Tellier is the only executive Director (CEO).

The Board of Directors of UCB is currently composed of one third of women, in compliance with article 518bis §1 of the Belgian Companies Code. This number will increase by the proposed appointment of one additional woman (Mrs. Jan Berger) replacing a male director1.

1 Currently, the Board is composed of 4 women out of a total of 13 members. In accordance with article 518bis § 1 of the Belgian Companies Code setting the minimum required number of directors of the other gender to 1/3rd (i.e. women in the case of UCB), such minimum number should be rounded up to the closest entire number (13/3 = 4.33), the closest entire number being therefore 4. Upon confirmation of the above appointment by the General Meeting of 25 April 2019, the Board will be composed of 5 women out of a total of 13 members.

Functioning of the Board

In 2018, the Board met six times, including for its annual off-site strategic meeting (October). The attendance rate of its members was as follows:

 

 

Evelyn du Monceau, Chair

100%

Pierre L. Gurdjian, Vice Chair

100%

Jean-Christophe Tellier, Executive Director

100%

Alice Dautry

100%

Kay Davies

100%

Albrecht De Graeve

100%

Roch Doliveux

100%

Charles-Antoine Janssen

100%

Cyril Janssen

100%

Viviane Monges

100%

Norman J. Ornstein

83%

Cédric van Rijckevorsel

100%

Ulf Wiinberg

100%

 

 

During the year, the Board also had several calls to be informed or updated on important projects or matters.

During 2018, the Board’s main areas of discussion, review and decisions included: the strategy of UCB and investments, the follow up of the performance and execution of the strategy, the reports of the Audit Committee, the Scientific Committee and the GNCC, Corporate Governance and (re)organization of UCB, risk and risk management (including litigation regular update and a Cyber security review), succession planning, the appointments reserved to the Board, the remuneration and Long-Term Incentives Plans policies, the financial statements and financial reporting, major finance transactions and corporate matters, business development and M&A projects, including but not limited to R&D contracts, investments, license agreements, as well as the reports and resolution proposals to the General Meeting.

There were no transactions or contractual relationships in 2018 between UCB, including its affiliated companies, and a member of the Board, giving rise to conflicts of interest, except as reported in section 3.12.

There has been no specific Board induction program this year since there was no new director appointed in 2018. Management continued to engage with the Board throughout the year to answer questions or ensure proper follow up and understanding of business and environment.

Since 2014 and twice a year (June and December Board meetings), the Board also holds a special session where the executive member (the CEO) is not present.

The secretary of the Board is Xavier Michel (Group Secretary General).

Assessment of the Board

In accordance with its Charter (section 3.5), the Board is to conduct an (internal) assessment on a regular basis and at least every other year. In 2017, the Board conducted a full Board internal assessment. The results have been analyzed in February 2018 and appropriate actions have been taken to implement the main outcomes of the assessment. The evaluation overall showed that there was a unanimous perspective of a strongly performing Board with balanced composition, effective functioning and thoughtful constructive culture. The Board identified some areas of focus for further improvement such as: continue to upgrade the quality of the dialogue with the Management and anticipate short and medium turn changes in its composition and resulting succession issues.

Honorary directors

The Board has nominated following directors as honorary directors:

  • Karel Boone, Honorary Chair
  • Mark Eyskens, Honorary Chair
  • Georges Jacobs de Hagen, Honorary Chair
  • Daniel Janssen, Honorary Deputy Chair
  • Gerhard Mayr, Honorary Chair
  • Prince Lorenz of Belgium
  • Alan Blinken
  • Arnoud de Pret
  • Michel Didisheim
  • Peter Fellner
  • Guy Keutgen
  • Jean-Pierre Kinet
  • Paul-Etienne Maes (†)
  • Tom McKillop
  • Gaëtan van de Werve
  • Jean-Louis Vanherweghem
  • Bridget van Rijckevorsel

3.4.2 Board committees

Audit Committee

The Board has set up an Audit Committee whose functioning and terms of reference are in accordance with the Belgian Companies Code, the Corporate Governance Code and the Charter. It is composed of a majority of independent Directors, all non-executive Directors, and is chaired by Albrecht De Graeve, also independent Director. All members have the competences in audit and accounting matters as required in accordance with article 526bis of the Belgian Companies Code.

 

 

 

 

 

End of term of office

Independent director

Attendance rate

1

Member as of 26 April 2018

Albrecht De Graeve, Chair

2021

x

100%

Charles-Antoine Janssen

2020

 

100%

Ulf Wiinberg

2020

x

100%

Viviane Monges1

2021

x

100%

The Audit Committee met four times in 2018. Each Audit Committee meeting includes separate private sessions attended solely by the internal and external auditors respectively without management presence. As necessary, the external auditors attended all or part of each Audit Committee meeting.

The Audit Committee meetings were also attended by Detlef Thielgen (Chief Financial Officer), Doug Gingerella (Global Internal Audit) and Xavier Michel (Group Secretary General), who acts as secretary of the Audit Committee.

The meetings were also partly attended on regular basis by Jean-Christophe Tellier (CEO), Evelyn du Monceau (Chair of the Board) and other members of the management or staff depending on the topic (accounting, tax, risk, pensions, quality, IT, …).

In 2018, and in accordance with its terms of reference (see the Charter available on UCB website), the Audit Committee monitored the financial reporting process (including the financial statements); internal control and risk management systems of UCB and their effectiveness; the internal audit and its effectiveness; the Audit Plan and resulting achievements; the statutory audit of the annual and consolidated accounts; and the independence of the external auditor including the provision of additional services to UCB, which the Audit Committee reviewed and for which it authorized the fees. In addition, the Audit Committee reviewed issues related to the mandatory rotation of the external auditor, corporate restructuring projects, global risk management (including cyber & IT risks, litigation and tax review, as well as the UCB Group global risk mapping and policy), impairment and equity value of subsidiaries, pensions schemes and liabilities, new IFRS rules, other new tax or accounting treatments and the external auditor satisfaction surveys.

Governance, Nomination and Compensation Committee

The Board has set up a Governance, Nomination and Compensation Committee (the “GNCC”), whose composition, functioning and terms of reference are in accordance with the Belgian Companies Code and the Corporate Governance Code. The composition of the GNCC is currently as follows:

 

 

 

 

 

End of term of office

Independent director

Attendance rate

Evelyn du Monceau, Chair

2019

 

100%

Kay Davies

2022

x

100%

Pierre L. Gurdjian

2020

x

100%

 

 

 

 

The GNCC met four times in 2018. The committee was attended by Jean-Christophe Tellier (CEO), except when discussing issues relating to him, and by Jean-Luc Fleurial (Head of Talent & Company Reputation), who has been acting as secretary of the GNCC, except when discussing issues relating to him and to CEO compensation.

In 2018, and in accordance with its terms of reference (see the Charter available on UCB website), the GNCC reviewed and made recommendations with respect to the appointments to be submitted to Board approval (Executive management as well as senior management positions), the performance of the Executive Committee members and their remuneration. It also proposed and reviewed the succession planning and new appointments of the members of the Board, the Executive Committee and senior executives. It reviewed and made relevant proposals or recommendations to the Board with respect to the future composition of the Board and its remuneration, to be effective as of approval by the General Meeting of 25 April 2019. It reviewed and submitted to Board approval the remuneration policy, the long-term incentives to be granted to the management (including the CEO) and the performance criteria to which these grants were linked. The GNCC has reviewed the total reward strategy and approach, has made an overall review of the Corporate Governance at UCB, including an annual report on Corporate Governance to the Board. It also ensured the follow up on the outcome of the Board evaluation which was carried out in 2017.

A majority of the members of the GNCC is independent and meets the independence criteria stipulated by article 526ter of the Belgian Companies Code, the Board and the Corporate Governance Code, and all members have the competencies and the expertise required in matters of remuneration policies as required by article 526quater, §2 of the Belgian Companies Code.

Scientific Committee

The Scientific Committee assists the Board in its review of the quality of UCB R&D science and its competitive standing. The Scientific Committee is composed of members who have scientific and medical expertise and who are currently all independent.

 

 

 

 

 

End of term of office

Independent director

Attendance rate

Kay Davies, Chair

2022

x

100%

Alice Dautry

2019

x

100%

 

 

 

 

They meet regularly with Dhaval Patel, Head Patient Value Unit NewMedicines™ and Chief Scientific Officer. The members of the Scientific Committee are also closely involved in the activities of the Scientific Advisory Board (SAB) of UCB, composed of external leading scientific medical experts. The SAB was created in September 2005 by the Executive Committee to critically review the R&D activities of UCB, provide scientific appraisal and strategic input as to the best way for UCB to become a thriving biopharmaceutical leader and to advise the Executive Committee on the strategic choices related to early stage R&D and R&D technology. The Scientific Committee reports to the Board on the SAB’s appraisal of UCB’s research activities and strategic orientations.